LISTING PROSPECTUS 13.9.2013

OUTOTEC OYJ

Listing of EUR 150,000,000 Senior Unsecured Notes Due 16 September 2020

The notes are represented by units in denominations of EUR 1,000

Outotec Oyj (the “Company”, “Outotec” or the “Issuer”) resolved on 5 September 2013 to issue

senior unsecured notes with a principal amount of EUR 150,000,000 (the “Notes”) based on the

authorization given by the Company’s Board of Directors on 23 August 2013. The Notes were

The Company will apply for the listing of the Notes on NASDAQ OMX Helsinki Ltd. (the

“Helsinki Stock Exchange”). Public trading in the Notes is expected to commence on or about 19

September 2013 under the trading code “OTEJ037520”.

This listing prospectus (the “Prospectus”) contains information on the Offering and the Notes. The

Prospectus has been prepared solely for the purpose of admission to listing of the Notes on the

Helsinki Stock Exchange (the “Listing”) and does not constitute any offering of the Notes.

Neither the Issuer nor the Notes are currently rated by any rating agency.

constitute a public offer of the Notes.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as

amended (the “Securities Act”) and the Notes may not be offered or sold, directly or indirectly,

within the United States or to, or for the account or benefit of any U.S. person (as such terms are

defined in Regulation S under the Securities Act).

Arrangers

Listing Particulars under Chapters 3 through 5 of the Finnish Securities Market Act (20.12.2012/1019, as amended),

Commission Regulation (EC) No 809/2004 issued on 29 April 2004, as amended (annexes IV, V and XXII), implementing

Directive 2003/71/EC of the European Parliament and of the Council and the amendments thereto (the “Prospectus Directive”)

concerning information contained in prospectuses as well as the format, incorporation by reference and publication of such

prospectuses and dissemination of advertisements, and the regulations and guidelines issued by the Finnish Financial

Supervisory Authority (the “FIN-FSA”). The FIN-FSA has approved this Prospectus but is not liable for the correctness of the

information presented herein. The journal number of the FIN-FSA’s decision of approval is FIVA 76/02.05.04/2013.

In this Prospectus, any reference to the “Company”, “Outotec” or “Outotec group” means Outotec Oyj and its subsidiaries on a

consolidated basis, except where it is clear from the context that the term means Outotec Oyj or a particular subsidiary, and

except that references and matters relating to the shares and share capital of the Company or matters of corporate governance

Outotec for providing the protections afforded to their respective clients nor giving investment or other advice in relation to the

Notes.

Prospective investors should rely solely on the information contained in the Prospectus. Neither Outotec nor the Arrangers have

authorised anyone to provide any information or give any statements other than those provided in the Prospectus. Each Arranger

assumes no responsibility for the accuracy or completeness of the information and, accordingly, disclaims to the fullest extent

permitted by applicable law, any and all liability whether arising in tort, contract or otherwise, which it might otherwise be found

to have in respect of this Prospectus or any such statement.

Delivery of the Prospectus shall not, under any circumstances, indicate that the information presented in the Prospectus is correct

on any day other than the date of the Prospectus, or that there would not be any changes in the business of Outotec after the date

of the Prospectus. However, if a fault or omission is discovered in the Prospectus before the admission of the Notes for listing on

parties or representatives, is making any representation to any offeree or subscriber of the Notes regarding the legality of the

investment by such person. Investors are required to make their independent assessment of the legal, tax, business, financial and

other consequences of an investment in the Notes.

The distribution of the Prospectus and the offer and sale of the Notes in certain jurisdictions may be restricted by law. Persons

into whose possession the Prospectus comes are required by Outotec and the Arrangers to inform themselves about and to

observe any such restrictions. This Prospectus may not be distributed in the United States, Australia, Canada, Hong Kong, Japan

require measures other than those required under the Finnish laws. This Prospectus does not constitute an offer of, or an

invitation to purchase, the Notes in any jurisdiction in which such offer or invitation would be unlawful. No offer is being made

hereby to persons whose participation in the Offering requires any additional prospectus or registration. None of the Company,

This Prospectus has been prepared solely for the purpose of listing of the Notes on the Helsinki Stock Exchange. It does not

constitute an offer of securities for sale, or a solicitation of an offer to buy any securities, anywhere in the world.

This Prospectus has been prepared in English only. However, the summary of this Prospectus has been translated into Finnish.

The Offering and the Notes are governed by Finnish law. Any dispute arising in relation to the Offering or the Notes shall be

settled exclusively by Finnish courts in accordance with Finnish law.

TABLE OF CONTENTS

CERTAIN INFORMATION ................................................................................................................. 2

TIIVISTELMÄ ....................................................................................................................................... 5

SUMMARY .......................................................................................................................................... 20

RISK FACTORS .................................................................................................................................. 34

INFORMATION DERIVED FROM THIRD PARTY SOURCES ................................................. 48

MARKET INFORMATION ............................................................................................................... 48

AVAILABILITY OF THE PROSPECTUS ....................................................................................... 48

FORWARD-LOOKING STATEMENTS .......................................................................................... 48

NO CREDIT RATING ........................................................................................................................ 49

NO INCORPORATION OF WEBSITE INFORMATION ............................................................. 49

OTHER INFORMATION ................................................................................................................... 49

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA (OTHER THAN

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM ............................... 50

TERMS AND CONDITIONS OF THE NOTES ............................................................................... 51

SELECTED CONSOLIDATED FINANCIAL INFORMATION ................................................... 65

FINANCIAL INFORMATION AND PROSPECTS ........................................................................ 70

SHARE CAPITAL AND OWNERSHIP STRUCTURE .................................................................. 80

FINNISH TAXATION ......................................................................................................................... 81

INFORMATION INCORPORATED BY REFERENCE ................................................................ 82

DOCUMENTS ON DISPLAY AND AVAILABLE INFORMATION ........................................... 82